Securities code: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) securities abbreviation: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) Announcement No.: 2022051 Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
Announcement of the third meeting of the 16th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) (hereinafter referred to as "the company") the 16th meeting of the third session of the board of supervisors was held in the company's conference room on April 9, 2022. The meeting was presided over by Ms. Li Tong, chairman of the board of supervisors, and voting was conducted by means of combination of on-site and communication. Three supervisors shall be present at the meeting, and three supervisors actually present, meeting the quorum specified in the articles of association. The meeting was delivered to all supervisors by telephone on March 29, 2022. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) articles of Association (hereinafter referred to as the "articles of association").
2、 Deliberation at the meeting of the board of supervisors
The meeting considered and adopted the following proposals:
1. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
After deliberation, the board of supervisors adopted the company's 2021 annual work report of the board of supervisors. The specific contents of the 2021 annual work report of the board of supervisors were published on the gem information disclosure website cninfo.com designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The proposal on the company's 2021 annual financial statement report was deliberated and adopted
After deliberation, the board of supervisors held that the company's financial statement for 2021 objectively and accurately reflected the company's financial situation, operating results and cash flow in 2021. Therefore, it is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
The detailed contents of the 2021 financial statement are published on the same day on the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant contents of "section x financial report" of the company's 2021 annual report on.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The proposal on the company's 2021 financial audit report was deliberated and adopted
After deliberation, the board of supervisors held that the company's 2021 financial audit report objectively and accurately reflected the company's financial situation, operating results and cash flow in 2021. Therefore, it is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the company's 2021 annual report and its summary was deliberated and adopted
After review, the board of supervisors believes that the procedures for the preparation and review of the company's 2021 annual report by the board of directors comply with laws, regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company's operation in 2021, and there are no false records, misleading statements or major omissions. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day The annual report of 2021 and the summary of the annual report of 2021 published on the same day, and the suggestive announcement on the disclosure of the annual report and summary of 2021 published in the securities times, China Securities News, Shanghai Securities News and Securities Daily on the same day.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the special report on the deposit and use of the company's raised funds in 2021 was reviewed and approved
After verification, the board of supervisors believes that the management, use and operation procedures of the company's raised funds comply with the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the provisions of the articles of association, the measures for the management of raised funds and other company systems, and the use of raised funds is legal and compliant, The actual investment projects are consistent with the promised investment projects. There is no failure to disclose the use of raised funds in a timely, true, accurate and complete manner, and no violation of laws and regulations and damage to the interests of shareholders.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Special report on the deposit and use of raised funds in 2021. Voting: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. The proposal on the special audit report on the occupation of the company's funds by the company's controlling shareholders and other related parties in 2021 was reviewed and approved
After deliberation, the board of supervisors held that in 2021, the company did not occupy the company's funds in violation of regulations by the controlling shareholders and other related parties, nor did it provide the funds directly or indirectly to the controlling shareholders and other related parties for use. Tianzhi International Certified Public Accountants (special general partnership) reviewed and issued special instructions. For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day on the gem information disclosure website designated by the CSRC Relevant announcements.
Voting: 3 in favor, 0 against and 0 abstention.
7. The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
The board of supervisors believes that the company has established a sound internal control system in accordance with relevant laws and regulations, departmental rules and the Shenzhen Stock Exchange GEM Listing Rules. The internal control system is complete and reasonable, which is in line with the company's industry characteristics and current actual operation. The company's internal control system promotes the implementation of the company's strategy, ensures the safety of the company's assets and ensures the authenticity, accuracy and integrity of the company's information disclosure. The company's internal control system, internal control system and implementation in 2021 have no major defects or major defects, and the company's internal control is effective.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Self evaluation report on internal control in 2021.
Voting: 3 in favor, 0 against and 0 abstention.
8. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
Audited by Tianzhi International Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 is -7812234408 yuan. As of December 31, 2021, the company's accumulated profit available for distribution to shareholders was 6282327398 yuan.
In accordance with the relevant provisions of the company law and the articles of association, and after overall consideration of the use of the company's funds, the company has formulated the profit distribution plan for 2021 as follows:
Do not distribute cash dividends, bonus shares or increase share capital with accumulation fund.
The board of supervisors believes that the company's profit distribution plan for 2021 complies with the relevant provisions on dividends in the company law, the securities law and the articles of association, complies with the company's current business situation and future business development, and has legitimacy, compliance and rationality. There is no harm to the interests of the company and the majority of small and medium-sized investors. The board of supervisors agreed to the profit distribution plan.
The independent directors of the company have expressed independent opinions on this matter. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the same day Special instructions on no profit distribution in 2021 and independent opinions of independent directors on matters related to the 23rd Meeting of the third board of directors.
Voting: 3 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9. The proposal on the company's reappointment of audit institutions in 2022 was deliberated and adopted
After deliberation, the board of supervisors agreed to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for one year.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. The proposal on the remuneration of supervisors of the company in 2022 was reviewed and approved
After deliberation, the board of supervisors held that: supervisors who do not work in the company will not receive remuneration and allowances in the company. The remuneration of internal supervisors of the company will be determined according to their positions, working years and performance appraisal results, and no additional remuneration will be paid to supervisors; The remuneration of the company's supervisors in 2021 is detailed in "section IV remuneration of directors, supervisors and senior managers" of the company's 2021 annual report.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
1. Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) the resolution of the 16th meeting of the third board of supervisors.
It is hereby announced.
Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) board of supervisors April 12, 2022
